pdlb-ex996_245.htm

Boards of Directors
Ponce Bank Mutual Holding Company
PDL Community Bancorp
Ponce Financial Group, Inc.
Ponce Bank
2244 Westchester Avenue

All capitalized terms not otherwise defined in this letter have the meanings given such terms in the Plan of Conversion and Reorganization (the “Plan”) adopted by the Boards of Directors of Ponce Bank Mutual Holding Company (the “MHC”) and PDL Community Bancorp, a federally chartered corporation (the “Mid-Tier”). The Plan provides for the conversion of the MHC into the full stock form of organization. Pursuant to the Plan, a new Maryland stock holding company named Ponce Financial Group, Inc. (the “Company”) will be organized and will sell shares of common stock in a public offering. When the conversion is completed, all of the capital stock of Ponce Bank will be owned by the Company and all of the common stock of the Company will be owned by public stockholders.

We understand that in accordance with the Plan, depositors will receive rights in a liquidation account maintained by the Company representing the amount of (i) the MHC’s ownership interest in the Mid-Tier’s total stockholders’ equity as of the date of the latest statement of financial condition used in the prospectus plus (ii) the value of the net assets of the MHC as of the date of the latest statement of financial condition of the MHC prior to the consummation of the conversion (excluding its ownership of the Mid-Tier). The Company shall continue to hold the liquidation account for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders who continue to maintain deposits in Ponce Bank. The liquidation account is designed to provide payments to depositors of their liquidation interests in the event of liquidation of Ponce Bank (or the Company and Ponce Bank).

In the unlikely event that either Ponce Bank (or the Company and Ponce Bank) were to liquidate after the conversion (including, a liquidation of Ponce Bank following a purchase and assumption transaction with a credit union acquiror), all claims of creditors, including those of depositors, would be paid first, followed by distribution to depositors as of April 30, 2020 and depositors as of the supplemental eligibility record date. Also, in a complete liquidation of both entities, or of Ponce Bank, when the Company has insufficient assets (other than the stock of Ponce Bank), or of Ponce Bank following a purchase and assumption transaction with a credit union acquiror, to fund the liquidation account distribution due to Eligible Account Holders and Supplemental Eligible Account Holders and Ponce Bank has positive net worth, Ponce Bank shall immediately make a distribution to fund the Company’s remaining obligations under the liquidation account. The Plan further provides that if the Company is completely liquidated or sold apart from a sale or liquidation of Ponce Bank, then the rights of Eligible Account Holders and

Washington Headquarters

1311-A Dolley Madison Boulevard

Suite 2A

McLean, VA 22101

www.rpfinancial.com

Telephone: (703) 528-1700

Fax No.: (703) 528-1788

Toll-Free No.: (866) 723-0594
E-Mail: mail@rpfinancial.com

Supplemental Eligible Account Holders in the liquidation account maintained by the Company shall be surrendered and treated as a liquidation account in Ponce Bank, the bank liquidation account and depositors shall have an equivalent interest in such bank liquidation account, subject to the same rights and terms as of the liquidation account.

Based upon our review of the Plan and our observations that the liquidation rights become payable only upon the unlikely event of the liquidation of Ponce Bank (or the Company and Ponce Bank), that liquidation rights in the Company automatically transfer to Ponce Bank in the event the Company is completely liquidated or sold apart from a sale or liquidation of Ponce Bank, and that after two years from the date of conversion and upon written request of the Federal Reserve Board, the Company will transfer the liquidation account and depositors’ interest in such account to Ponce Bank and the liquidation account shall thereupon become the liquidation account of Ponce Bank no longer subject to the Company’s creditors, we are of the belief that: the benefit provided by the Ponce Bank liquidation account supporting the payment of the liquidation account in the event the Company lacks sufficient net assets or following a purchase and assumption transaction with a credit union acquiror does not have any economic value at the time of the transactions contemplated in the first and second paragraphs above. We note that we have not undertaken any independent investigation of state or federal law or the position of the Internal Revenue Service with respect to this issue.

Sincerely,

RP^® Financial, LC.